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Exhibit 4.8
THE CHASE MANHATTAN CORPORATION
AND
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of December 29, 2000
to
INDENTURE
Dated as of April 1, 1987
Amended and Restated
as of December 15, 1992, as amended
SUBORDINATED DEBT SECURITIES
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THIRD SUPPLEMENTAL INDENTURE, dated as of December 29, 2000,
between, THE CHASE MANHATTAN CORPORATION, a Delaware corporation (the
"Corporation"), and U.S. BANK TRUST NATIONAL ASSOCIATION (formerly known as
First Trust of New York, National Association), a national banking association,
as successor to Morgan Guaranty Trust Company of New York, a New York banking
corporation, as trustee (the "Trustee", which term shall include any successor
trustee appointed pursuant to Article Eight of the Indenture hereafter referred
to).
WHEREAS, the Corporation and the Trustee have heretofore executed
and delivered a certain Indenture, dated as of April 1, 1987, as amended by a
First Supplemental Indenture, dated as of October 27, 1988, as amended and
restated as of December 15, 1992, and by a Second Supplemental Indenture, dated
as of October 8, 1996 (as so amended, the "Indenture"; capitalized terms not
otherwise defined herein shall have the meanings set forth in the Indenture),
providing for the issuance from time to time of Securities;
WHEREAS, the Corporation and J.P. Morgan & Co. Incorporated ("J.P.
Morgan") have entered into an Agreement and Plan of Merger, dated as of
September 12, 2000 (the "Merger Agreement"), which contemplates the execution
and filing of a Certificate of Merger on the date hereof providing for the
merger (effective December 31, 2000) of J.P. Morgan with and into the
Corporation, with the Corporation continuing its corporate existence under
Delaware law under the name "J.P. Morgan Chase & Co.";
WHEREAS, Section 11.01(j) of the Indenture provides, among other
things, that, without the consent of the holders of any Securities, the
Corporation, when authorized by a resolution of the Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental to the Indenture to make such provisions in regard to
matters or questions arising under the Indenture which the Board of Directors
may deem necessary or desirable and which shall not adversely affect in any
material respect the interests of the holders of the Securities;
WHEREAS, the Corporation desires and has requested that the Trustee
join in the execution of this Third Supplemental Indenture for the purpose of
amending certain provisions of the Indenture as hereinafter set forth;
WHEREAS, the execution and delivery of this Third Supplemental
Indenture has been authorized by resolutions of the boards of directors of the
Corporation; and
WHEREAS, all conditions precedent and requirements necessary to make
this Third Supplemental Indenture a valid and legally binding instrument in
accordance with its terms have been complied with, performed and fulfilled and
the execution and delivery hereof have been in all respects duly authorized;
NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and intending to be legally
bound hereby, it is mutually covenanted and agreed, for the equal and
proportionate benefit of all holders of Securities, as follows:
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ARTICLE ONE
REPRESENTATIONS OF THE CORPORATION
The Corporation represents and warrants to the Trustee as follows:
SECTION 1.1. The Corporation is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.
SECTION 1.2. The execution, delivery and performance by the
Corporation of this Third Supplemental Indenture have been authorized and
approved by all necessary corporate action on the part of it.
ARTICLE TWO
AMENDMENTS
SECTION 2.1. The definition of "Senior Indebtedness" contained in
Section 1.01 of the Indenture is hereby amended in its entirety to read as
follows:
"'Senior Indebtedness' of the Corporation means the principal
of, premium, if any, and interest on: (i) all indebtedness of the
Corporation for money borrowed, whether outstanding on the date of
execution of this Indenture or thereafter created, assumed or incurred,
except (A) the Securities; (B) all securities issued pursuant to the
Amended and Restated Indenture, dated as of September 1, 1993, as amended
by the First Supplemental Indenture, dated as of March 29, 1996, the
Second Supplemental Indenture, dated as of October 8, 1996, and the Third
Supplemental Indenture, dated as of December 29, 2000, between the
Corporation (as successor-by-merger to The Chase Manhattan Corporation, a
Delaware corporation) and U.S. Bank Trust National Association (formerly
known as First Trust of New York, National Association), a national
banking association, as successor to Chemical Bank, a New York banking
corporation, as the same may be further amended, supplemented or otherwise
modified from time to time; (C) all securities issued pursuant to the
Indenture, dated as of March 1, 1993, as amended by the First Supplemental
Indenture, dated as of December 29, 2000, between the Corporation (as
successor-by-merger to J.P. Morgan & Co. Incorporated, a Delaware
corporation) and U.S. Bank Trust National Association (formerly known as
First Trust of New York, National Association), a national banking
association, as successor to Citibank, N.A., a national banking
association, as the same may be further amended, supplemented or otherwise
modified from time to time; (D) all securities issued pursuant to the
Indenture, dated as of December 1, 1986, as amended by the First
Supplemental Indenture, dated as of May 12, 1992, and the Second
Supplemental Indenture, dated as of December 29, 2000, between the
Corporation (as successor-by-merger to J.P. Morgan & Co. Incorporated, a
Delaware corporation) and U.S. Bank Trust National Association (formerly
known as First Trust of New York, National Association), a national
banking association, as successor to Citibank, N.A., a national banking
association, as the same may be further amended, supplemented or otherwise
modified from time to time; and (E) such other indebtedness as is by its
terms expressly stated not to be superior in right of payment to, or to
rank pari passu with, the Securities
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or the other securities referred to in clauses (B) through (D); and (ii)
any deferrals, renewals or extensions of any such Senior Indebtedness. The
term "indebtedness of the Corporation for money borrowed" means any
obligation of, or any obligation guaranteed by, the Corporation for the
repayment of money borrowed, whether or not evidenced by bonds,
debentures, notes or other written instruments, and any deferred
obligation for the payment of the purchase price of property or assets.
The Securities shall rank pari passu with the securities referred to in
clauses (i)(B) through (i)(D) above, subject to the subordination
provisions of Article Sixteen."
SECTION 2.2. Except as amended hereby, the Indenture and the
Securities and Coupons are in all respects ratified and confirmed and all the
terms thereof shall remain in full force and effect and the Indenture, as so
amended, shall be read, taken and construed as one and the same instrument.
ARTICLE THREE
MISCELLANEOUS
SECTION 3.1. The Trustee accepts the modification of the Indenture
effected by this Third Supplemental Indenture, but only upon the terms and
conditions set forth in the Indenture. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of the
Corporation. The Trustee makes no representation and shall have no
responsibility as to the validity and sufficiency of this Third Supplemental
Indenture.
SECTION 3.2. If and to the extent that any provision of this Third
Supplemental Indenture limits, qualifies or conflicts with another provision
included in this Third Supplemental Indenture or in the Indenture that is
required to be included in this Third Supplemental Indenture or the Indenture by
any of the provisions of Sections 310 to 317, inclusive, of the Trust Indenture
Act of 1939, such required provision shall control.
SECTION 3.3. Nothing in this Third Supplemental Indenture is
intended to or shall provide any rights to any parties other than those
expressly contemplated by this Third Supplemental Indenture.
SECTION 3.4. This Third Supplemental Indenture shall be deemed to be
a contract made under the laws of the State of New York, and for all purposes
shall be governed by and construed in accordance with the laws of said State.
SECTION 3.5. This Third Supplemental Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.
SECTION 3.6. This Third Supplemental Indenture shall become
effective as of the Effective Time (as defined in the Merger Agreement).
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested all as of the day and year first above
written.
THE CHASE MANHATTAN
CORPORATION
By____________________________________
Name:
Title:
(Corporate Seal)
Attest:
________________________________
Assistant Secretary
U.S. BANK TRUST NATIONAL
ASSOCIATION, as Trustee
By____________________________________
Name:
Title:
(Corporate Seal)
Attest:
________________________________
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ____ day of December, 2000, before me, the undersigned
officer, personally appeared Marc J. Shapiro, who acknowledged himself to be the
Vice Chairman, Finance, Risk Management and Administration of THE CHASE
MANHATTAN CORPORATION, a Delaware corporation, and that he as such officer,
being authorized to do so, executed the foregoing instrument for the purposes
therein contained by signing the name of the corporation by himself as such
officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
_____________________________________
Notary Public
[SEAL]
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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this ___ day of December, 2000, before me, the undersigned
officer, personally appeared _______________, who acknowledged himself to be
_______________ of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association, and that he as such officer, being authorized to do so, executed
the foregoing instrument for the purposes therein contained by signing the name
of the association by himself as such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
_____________________________________
Notary Public
[SEAL]
